In Re Medtronic, Inc. Shareholder Litigation

900 N.W.2d 401 (2017)

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Nature of the Case

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Facts

Medtronic, Inc. (D), a Minnesota corporation, announced its decision to acquire Covidien plc, a public Irish company. D hoped to accomplish an inversion. D acquired Covidien through a new holding company, Medtronic plc, incorporated in Ireland. D and Covidien then becoming wholly owned subsidiaries of the Irish holding company (Irish). Shareholders of d had their stock converted into shares in Irish on a one-for-one basis, while shareholders of Covidien received $35.19 and 0.956 shares of Irish for every share of Covidien stock held. D shareholders collectively owned approximately 70 percent of Irish and former Covidien shareholders collectively owned approximately 30 percent of Irish. D now operates as a wholly owned subsidiary of an Irish company and thus is subject to Ireland's tax laws. Steiner (P) alleged that D reduced the interest of its shareholders to 70 percent of Irish in order to secure and protect the tax benefits it sought in this transaction. D shareholders also incurred a capital-gains tax on D shares held in taxable accounts but received no compensation from the company for this tax liability. P contends that d officers and directors who incurred an excise-tax liability on their stock-based compensation were reimbursed by D for that expense. D shareholders also incurred a capital-gains tax on D shares held in taxable accounts but received no compensation from the company for this tax liability. P contends that d officers and directors who incurred an excise-tax liability on their stock-based compensation were reimbursed by D for that expense. P filed a class-action against D and members of its Board of Directors for (1) disparate treatment of D, as compared to Covidien, shareholders; (2) disparate treatment with respect to the tax liability incurred by D shareholders and the lack of compensation for that liability as compared to the reimbursement paid to D's officers and directors for their excise-tax liability; (3) violation of provisions of the Minnesota Business Corporation Act that were intended to protect shareholders of Minnesota corporations; (4) the possibility of a 'reduction of shareholders['] interest in the combined company to 60% causing significant dilution to shareholders['] interest in Irish.' P did not allege that D, as a corporation, was harmed; rather, he alleged the shareholders were harmed as a result of the wrongful conduct. P also challenges the Board's decision to structure the transaction as an inversion. D moved to dismiss for failure to make a demand on the D Board. D claims that P alleged D paid too much for Covidien, which is a derivative claim that affects all shareholders equally. P asserts that the claims are direct, not derivative, and therefore there is no need to make a demand. The court concluded that the harms alleged due to the violations relate to the structure of the merger as an inversion, and are direct to D and derivative to D's shareholders. Thus, demand was required, which P did not make, and those counts were dismissed. P appealed. The court of appeals affirmed in that P alleged 'a harm that belongs to D because voiding the Excise Tax Reimbursement would result in a return of funds to the corporation.' The court of appeals concluded that the remaining claims are direct claims. D appealed.